Warren G. Lichtenstein - Mar 21, 2023 Form 4 Insider Report for STEEL PARTNERS HOLDINGS L.P. (SPLP)

Role
Executive Chairman, Director, 10%+ Owner
Signature
By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein
Stock symbol
SPLP
Transactions as of
Mar 21, 2023
Transactions value $
$0
Form type
4
Date filed
3/23/2023, 05:18 PM
Previous filing
Jan 4, 2023
Next filing
Mar 30, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SPLP Common Units no par value Award +200K +10.77% 2.06M Mar 21, 2023 By SPH SPV-I LLC F1, F2, F5
holding SPLP Common Units no par value 712K Mar 21, 2023 Direct F1, F3
holding SPLP Common Units no par value 5.79M Mar 21, 2023 By Steel Partners, Ltd. F1, F4
holding SPLP Common Units no par value 970K Mar 21, 2023 By WGL Capital LLC F1, F6
holding SPLP Common Units no par value 438K Mar 21, 2023 By 2020 GRAT #3 F1, F7
holding SPLP Common Units no par value 868K Mar 21, 2023 By 2020 GRAT #4 F1, F3, F8
holding SPLP 6% Series A Preferred Units 417K Mar 21, 2023 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 This Form 4 is filed jointly by WGL Capital LLC ("WGL"), Steel Partners, Ltd. ("SPL"), SPH SPV-I LLC ("SPH SPV") and Warren G. Lichtenstein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding Common Units. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein.
F2 Class C Common Units issued to SPH SPV representing Incentive Awards earned during fiscal 2022 with respect to certain Incentive Units received pursuant to the terms of that certain Incentive Unit Agreement, effective as of May 11, 2012, by and between the Issuer and SPH SPV. For more information on the Incentive Unit Agreement and Class C Units, see "Transactions with Related Persons" in the Issuer's proxy statement on Schedule 14A filed with the SEC on April 21, 2022.
F3 The Form 4 filed by the Reporting Persons on September 28, 2022 discloses ownership of 934,087 Common Units held directly by the 2020 GRAT#4 (as defined below) and 645,607 Common Units held directly by Mr. Lichtenstein. Mr. Lichtenstein is the sole trustee and sole annuitant of the 2020 GRAT#4. Since the filing of the Form 4, 66,357 Common Units held directly by the 2020 GRAT#4 were transferred to Mr. Lichtenstein.
F4 Mr. Lichtenstein, as the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by SPL.
F5 Mr. Lichtenstein, as the Managing Member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV.
F6 SPL, as the sole Member of WGL, and Mr. Lichtenstein, as the Manager of WGL and the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by WGL.
F7 Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#3"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#3, may be deemed to beneficially own the Common Units held by the 2020 GRAT#3.
F8 Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#4"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#4, may be deemed to beneficially own the Common Units held by the 2020 GRAT#4.